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SEC Posts New Interpretations on Proxy Disclosure Rule

Melissa Klein Aguilar | February 17, 2010

More help for companies on complying with the Securities and Exchange Commission's new Proxy Disclosure Enhancements rule: The staff of the Division of Corporation Finance has posted six new Compliance and Disclosure Interpretations.

Among other things, the rule, adopted by the SEC in December, requires new disclosure about executive pay, risks and risk oversight, and directors' experience and qualifications, and requires much faster reporting of shareholder vote results.

The new interpretations published Feb. 16 include new questions 116.07, 117.05; 119.21, 119.22 and 119.23, which offer guidance on disclosure under Items 401, 402(a), and Item 402(c) of Regulation S-K.
The staff also added new question 121A.01 related to Exchange Act Form 8-K, which explains how issuers should calculate the four-business day filing period for disclosing the results of a shareholder vote.

They follow other staff guidance on the new requirements issued in January and December.